SECRECY AGREEMENT

This agreement, effective as of this ____day of ___________20 ___, is made by and between Client Company.

(Referred to herein as Client) and Richard Danler (The Sage ME LLC) (referred to herein as Consultant).

Client has or will have certain proprietary and confidential

Information (referred to herein as Said Information) relating to

____________________________________.

Client shall disclose Said Information to Consultant with the understanding that Consultant will receive and hold Said Information in confidence, take reasonable steps to prevent disclosure of Said Information to third parties and will not utilize Said Information for its own benefit or for the benefit of third parties without the written consent of Client.

Said Information includes all information, verbal or written, given to Consultant by Client, with the exception of any portion which was known to Consultant prior to disclosure thereof by Client which is or becomes generally available to the public through no fault of Consultant, or which is unconditionally given to Consultant by a third party having a bona fide right to do so.

This agreement conveys no rights to Consultant of any present or future Client's inventions or patents. Furthermore, Client shall have no obligation to pursue the use of Said Information with Consultant after disclosure thereof.

The obligations of this agreement with respect to each item of Said Information shall terminate one year from the date of its disclosure.

Client Company _________________________         Consultant 

By____________________________________          By ______________________

Name__________________________________         Name ____________________

Title___________________________________         Title _____________________